Microsoft Word - MOO prospectus - FINAL VERSION
MONTO MINERALS LTD
(TO BE RENAMED 'SHAREROOT LTD') ACN 063 144 865
PROSPECTUS
For an offer of up to 100,000,000 Shares at an issue price of $0.05 per Share to raise up to
$5,000,000 with a minimum subscription of $3,000,000 together with one (1) free attaching option (Capital Raising Option) for every two (2) Shares issued, exercisable at $0.05 per Capital Raising Option on or before 31 December 2017 (Public Offer).
The Public Offer is scheduled to close at 5:00pm (WST) on 4 December 2015 unless extended or withdrawn. Applications must be received by that time to be valid.
Completion of the Public Offer is conditional upon satisfaction of the Conditions, which are detailed further in Section 2.4 of the Prospectus. No Securities will be issued pursuant to this Prospectus until such time as the Conditions are satisfied.
IMPORTANT INFORMATION
This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered highly speculative.
T A B LE O F C O N TE N T S
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CORPORATE DIRECTORY 1
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IMPORTANT NOTICE 2
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KEY DATES 6
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CHAIRMAN'S LETTER 7
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INVESTMENT OVERVIEW 8
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TRANSACTION OVERVIEW 16
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DETAILS OF THE OFFERS 20
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COMPANY OVERVIEW 29
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RISK FACTORS 41
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BOARD, MANAGEMENT AND INTERESTS 51
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INVESTIGATING ACCOUNTANT'S REPORT 56
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CORPORATE GOVERNANCE 75
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MATERIAL CONTRACTS 87
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ADDITIONAL INFORMATION 94
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DIRECTORS' AUTHORISATION 117
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GLOSSARY 118
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1. CORPORATE DIRECTORY
Director
Mr Gary Steinepreis (Non-Executive Chairman)^ Mr James Allchurch (Managing Director)
Mr Patrick Burke (Non-Executive Director)^
Proposed Directors
Mr Noah Abelson Mr Marc Angelone Mr James Allchurch Mr Andrew Bursill
Company Secretary Mr Gary Steinepreis ASX Code:
MOO
Proposed ASX Code
SRO
Legal Advisors
Steinepreis Paganin
Level 4, The Read Buildings 16 Milligan Street
PERTH WA 6000
Lead Manager
Foster Stockbroking Pty Ltd Level 25, 52 Martin Place
SYDNEY NSW 2000
Registered Office
Company
Level 1, 33 Ord Street WEST PERTH WA 6005
Telephone: + 61 8 9420 9300
Facsimile: +61 8 9420 9399
Email: [email protected] Website: www.montominerals.com
ShareRoot 2550 9th Street
Suite 206
Berkeley California 94710
Telephone:+1 415 426 4070
Share Registry*
Link Market Services Limited Central Park
Level 4, 152 St Georges Terrace
PERTH WA 6000
Telephone (Australia): +61 1300 554 474
Facsimile: +61 2 9287 0303
Company Auditor*
BDO Audit (WA) Pty Ltd 38 Station Street
SUBIACO WA 6008
Investigating Accountant
BDO Corporate Finance (WA) Pty Ltd 38 Station Street
SUBIACO WA 6008
^ Resigning upon completion of the ShareRoot Acquisition.
*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.
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